Harvard Bioscience (HBIO) CEO Awarded 1M RSUs Including TSR-Based Targets

Rhea-AI Filing Summary

John D. Duke, Chief Executive Officer and Director of Harvard Bioscience (HBIO), received awards totaling 1,000,000 restricted stock units (RSUs) reported as insider transactions dated 08/08/2025. 500,000 RSUs are time-based and vest in three equal installments on August 8, 2026, 2027 and 2028. A separate 500,000 RSU award is performance-based, vesting upon achievement of relative total shareholder return versus the Russell 2000 from August 8, 2025 to the earlier of July 30, 2028 or a change of control; the reported target is 500,000 RSUs with a maximum payout of 150% (up to 750,000). The Form reports 1,000,000 shares beneficially owned following the reported transactions, with the awards recorded at a price of $0.00, indicating grants rather than purchases.

Positive

• Combined time-based and performance-based RSUs promote retention and align CEO pay with shareholder returns.
• Substantial direct ownership reported: 1,000,000 shares beneficially owned following the awards, indicating significant CEO stake.
• Performance RSU upside capped at 150% links pay to relative TSR vs. the Russell 2000, rewarding outperformance.

Negative

• Potential dilution: The grants increase outstanding share-based obligations; the filing does not disclose aggregate dilution or accounting cost.
• Performance vesting uncertainty: The 500,000 performance RSUs vest only if relative TSR hurdles are met, so payout is not guaranteed.
• Material award size: A 1,000,000 RSU package is sizable for a single executive and may attract investor scrutiny absent additional context.

Insights

Corporate Governance Expert

TL;DR: Large executive awards combine retention and pay-for-performance elements; disclosure is routine but sizable relative to individual insider holdings.

The filing documents a substantial CEO equity grant composed of time-based and performance-based RSUs. From a governance standpoint, the use of multi-year time vesting plus a TSR-relative performance metric is consistent with aligning CEO incentives with shareholder returns and retention. The disclosure shows direct beneficial ownership of 1,000,000 shares after the awards, which is material for governance and proxy considerations. The filing does not include company-wide dilution figures or grant valuation, so assessment of total shareholder impact is limited to the award size and vesting terms reported.

Compensation Analyst

TL;DR: Pay mix favors retention and performance; performance RSUs tied to Russell 2000 TSR create direct alignment with relative shareholder returns.

The award structure—half time-based vesting over three years and half tied to relative TSR versus the Russell 2000—signals a compensation design that balances retention risk and performance incentives. The performance award includes a target of 500,000 RSUs with a disclosed maximum payout of 150% (up to 750,000), which introduces upside for outperformance. Reporting a $0.00 price confirms these are equity grants, not purchases. Without grant-date fair value or dilution metrics, precise cost and accounting impacts cannot be determined from the filing alone.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Duke John D

(Last) (First) (Middle)

C/O HARVARD BIOSCIENCE, INC.

84 OCTOBER HILL ROAD

(Street)

HOLLISTON MA 01746

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
HARVARD BIOSCIENCE INC [ HBIO ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
08/08/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	08/08/2025		A		500,000(1)	A	$0.00	500,000	D
Common Stock	08/08/2025		A		500,000(2)	A	$0.00	1,000,000(3)	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents an award of 500,000 restricted stock units (RSUs) that will vest in three equal installments on August 8, 2026, 2027 and 2028, subject to the terms set forth in an award agreement between the Issuer and the Reporting Person.

2. Represents an award of 500,000 RSUs with performance based vesting conditions. These RSUs will vest upon the achievement of a relative total shareholder return of the Issuer's common stock during the period from August 8, 2025 to the earlier of (i) July 30, 2028, and (ii) the date of a change of control, measured relative to the Russell2000 index, subject to the terms set forth in an award agreement between the Issuer and the Reporting Person. The target number of these RSUs that may be earned is reported above; the maximum amount is 150% of the number reported.

3. Includes the awards described in footnotes (1) and (2) above.

	/s/ John D Duke	08/11/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What equity awards did Harvard Bioscience CEO John D. Duke receive (HBIO)?

The CEO was awarded 1,000,000 RSUs total: 500,000 time-based RSUs vesting in three equal annual installments and 500,000 performance-based RSUs tied to relative TSR versus the Russell 2000.

When do the time-based RSUs vest?

The time-based RSUs vest in three equal installments on August 8, 2026, 2027 and 2028.

How do the performance RSUs vest?

Performance RSUs vest based on relative total shareholder return versus the Russell 2000 from August 8, 2025 to the earlier of July 30, 2028 or a change of control; the target is 500,000 RSUs with a maximum payout of 150%.

How many shares does the reporting person beneficially own after these transactions?

The Form reports 1,000,000 shares beneficially owned by the reporting person following the reported transactions.

Were these shares purchased or granted?

The transaction price is reported as $0.00, indicating these were equity grants (RSUs) rather than purchases.